G. GOVINDARAJ Vs. VENTURE GRAPHICS (P.) LTD.

JUDGEMENT

(1.) THIS appeal filed under Section 10F of the Companies Act, 1956 raises the following questions of law:

(2.) THE petitioners before the Company Law Board are the appellants herein. The appellants filed a petition under Sections 397, 398, 402 and 403 of the Companies Act for relief alleging acts of oppression and mismanagement committed by the second respondent A. Arumugam. The petitioners herein are the members of the first respondent -company by name Venture Graphics Private Limited, Chennai, holding 7,500 equity shares of Rs. 10 each aggregating to Rs. 75,000. There are totally 12 shareholders. It is stated that the appellants have more than one tenth of the total number of members and in terms of the provisions of Section 399 of the Companies Act, they are competent to file the petition.

(3.) THE first and second respondents filed their counter to the allegations. The second respondent admitted that the first petitioner was a Director of the company as per the meeting held on 13 -11 -1989. He was appointed for a period of four years during the meeting held on 28 -12 -1991. Again in the meeting held on 29 -9 -1995 for a period of three years and thereafter again on 17 -8 -1998 for a period of further three years. The first petitioner was holding the position as a whole time Director till November 2001. All the statutory compliances including finalisation of the balance sheet and profit and loss accounts for the year ending 31 -3 -2001 were carried out by the first petitioner only. The respondents denied the allegations that there was no meeting held for the past three years. He stated that AGM was held on 15 -9 -1999, 14 -11 -2000, and 27 -11 -2001 and all these meetings were chaired by that first petitioner. The last of the meeting was held on 27 -11 -2001 to approve the balance sheet and profit and loss accounts of the company for the financial year 2000 -01 and to fix up the date for the next Annual General Meeting. It is also stated that the first petitioner had full access to the records of the company until he retired as a whole -time Director and the financial statements of the company for the year 2000 -01 were signed by the first petitioner. In the circumstances, there was no substance in the first petitioner's contention that he had no access to the accounts. As regards the allegations on the appointment of the third respondent as a Director, the respondent stated that she was instrumental for starting M/s. Venture Graphics (P.) Limited. It is further stated that the third respondent was reappointed as Director of the company at the Annual General Meeting held on 14 -11 -2000. This was chaired by the second petitioner herself. It is stated that she has also signed in the papers in her capacity as full time Director.